Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
REGAL ENTERTAINMENT GROUP
  2. Issuer Name and Ticker or Trading Symbol
National CineMedia, Inc. [NCMI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
101 EAST BLOUNT AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
03/28/2019
(Street)

KNOXVILLE, TN 37920
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Units of National CineMedia, LLC $ 0 03/28/2019   A   628,491     (1)   (1) Common Stock of National CineMedia, Inc. 628,491 $ 0 41,770,669 (2) I By Reporting Entities

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
REGAL ENTERTAINMENT GROUP
101 EAST BLOUNT AVENUE
KNOXVILLE, TN 37920
  X   X    
Regal CineMedia CORP
101 EAST BLOUNT AVENUE
KNOXVILLE, TN 37920
  X   X    
REGAL CINEMAS INC
101 EAST BLOUNT AVENUE
KNOXVILLE, TN 37920
  X   X    
Cineworld Group plc
101 EAST BLOUNT AVENUE
KNOXVILLE, TN 37920
  X   X    

Signatures

 REGAL ENTERTAINMENT GROUP By: Name: Vincent Fusco Title: Senior Vice President, Chief Financial Officer and Treasurer   04/01/2019
**Signature of Reporting Person Date

 REGAL CINEMEDIA HOLDINGS, LLC By: Name: Vincent Fusco Title: Senior Vice President, Chief Financial Officer and Treasurer   04/01/2019
**Signature of Reporting Person Date

 REGAL CINEMEDIA CORPORATION By: Name: Vincent Fusco Title: Senior Vice President, Chief Financial Officer and Treasurer   04/01/2019
**Signature of Reporting Person Date

 REGAL CINEMAS, INC. By: Name: Vincent Fusco Title: President, Chief Financial Officer and Treasurer   04/01/2019
**Signature of Reporting Person Date

 REGAL CINEMAS CORPORATION By: Name: Vincent Fusco Title: Senior Vice President, Chief Financial Officer and Treasurer   04/01/2019
**Signature of Reporting Person Date

 REGAL ENTERTAINMENT HOLDINGS, INC. By: Name: Vincent Fusco Title: Senior Vice President, Chief Financial Officer and Treasurer   04/01/2019
**Signature of Reporting Person Date

 CROWN INTERMEDIATE HOLDCO, INC. By: Name: Nisan Cohen Title: Board Director   04/01/2019
**Signature of Reporting Person Date

 CROWN UK HOLDCO LIMITED By: Name: Nisan Cohen Title: Board Director   04/01/2019
**Signature of Reporting Person Date

 CINEWORLD GROUP PLC By: Name: Nisan Cohen Title: Board Director & Chief Financial Officer   04/01/2019
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Common Units of National CineMedia, LLC ("Common Units") may be converted at any time into shares of Common Stock of National CineMedia, Inc. on a one-for-one basis, and have no expiration.
(2) The reported securities are owned directly by Regal Cinemas, Inc. and Regal CineMedia Holdings, LLC and indirectly by Regal CineMedia Corporation, Regal Cinemas Corporation, Regal Entertainment Holdings, Inc., Regal Entertainment Group, Crown Intermediate Holdco, Inc., Crown UK Holdco Limited and Cineworld Group plc.

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